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ASX Listing Information Form and Checklist (12/11/18) Page 1

Information Form and Checklist (ASX Listing)

Name of entity ABN/ARBN/ARSN

Intega Group Limited 72 633 194 920

We (the entity named above) supply the following information and documents to support our application for admission to the official list of ASX Limited (ASX) as an ASX Listing.

Note: the entity warrants in its Appendix 1A ASX Listing Application and Agreement that the information and documents referred to in this Information Form and Checklist are (or will be) true and complete and indemnifies ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from, or connected with, any breach of that warranty.

Any Annexures to this Information Form and Checklist form part of the Information Form and Checklist and are covered by the warranty referred to above.

Terms used in this Information Form and Checklist and in any Annexures have the same meaning as in the ASX Listing Rules.

Part 1 – Key Information

Instructions: please complete each applicable item below. If an item is not applicable, please mark it as “N/A”.

All entities – corporate details1

Place of incorporation or establishment

Queensland

Date of incorporation or establishment

1 May 2019

Legislation under which incorporated or established

Corporations Act 2001 (Cth)

Address of registered office in place of incorporation or establishment

Level 1, 17 Byres Street, Newstead QLD 4006

Main business activity The main services that the Intega business focuses on include:

• providing conformance tests on construction materials to help determine whether the construction of a project is meeting the standards specified by the designer/owner and standard regulations;

• providing subsurface utility engineering services such as mapping of the location and condition of pipes and cables;

• providing owners’ representative services and environmental testing services to ensure quality and environmental requirements of a build are met;

• providing geotechnical engineering services including design of temporary works, bored pile supervision, and geotechnical investigation; and

• providing quality assurance on critical components for energy companies.

Country where main business activity is mostly carried on

Australia

Other exchanges on which the entity is listed

N/A

1 If the entity applying for admission to the official list is a stapled structure, please provide these details for each entity comprising the stapled structure.

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Street address of principal administrative office


Postal address of principal administrative office


Telephone number of principal administrative office

+61 7 3320 8500

E-mail address for investor enquiries [email protected]

Website URL www.intega.net

All entities – management details2

Full name and title of CEO/managing director

Matthew Gerard Courtney (CEO)

Email address of CEO/managing director

[email protected]

Full name and title of CFO Shael Munz (CFO)

Email address of CFO [email protected]

Full name and title of chairperson of directors

Neville Buch (Chairperson of Directors)

Full names of all existing directors Neville Buch

Michael Thomas Alscher

Jeffrey Ian Forbes

Steven John Sherman

Matthew Gerard Courtney

Full names of any persons proposed to be appointed as additional or replacement directors

N/A

Full name and title of company secretary

Courtney Erin Watson Marsden (Company Secretary)

All entities – ASX compliance contact details3

Full name and title of ASX contact(s) Courtney Erin Watson Marsden

Business address of ASX contact(s) Level 1, 17 Byres Street, Newstead QLD 4006

Business phone number of ASX contact(s)

+61 7 3320 8500

2 If the entity applying for admission to the official list is a trust, enter the management details for the responsible entity of the trust.

3 Under Listing Rule 1.1 Condition 13, a listed entity must appoint a person responsible for communication with ASX on listing rule matters. You can appoint more than one person to cater for situations where the primary nominated contact is not available.

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Mobile phone number of ASX contact(s)

0421 382 119

Email address of ASX contact(s) [email protected]

All entities – investor relations contact details

Full name and title of person responsible for investor relations

Shael Munz (CFO)

Courtney Erin Watson Marsden (Company Secretary)

Email address of person responsible for investor relations

[email protected]

[email protected]

Business phone number of person responsible for investor relations

+61 7 3320 8500

All entities – auditor details4

Full name of auditor KPMG

All entities – registry details5

Name of securities registry Computershare Investor Services Pty Limited

Address of securities registry Level 1, 200 Mary Street, Brisbane QLD 4000

Phone number of securities registry (within Australia) 1300 552 270

(international) +61 3 9415 4000

Fax number of securities registry +61 3 9473 2500

Email address of securities registry https://www-au.computershare.com/Investor/Contact/Enquiry/

(online form that generates an email)

Type of subregisters the entity will operate6

Issuer and CHESS Sponsored Subregisters

All entities – key dates

Annual balance date 30 June

Month in which annual meeting is usually held (or intended to be held)7

October

4 In certain cases, ASX may require the applicant to provide information about the qualifications and experience of its auditor for release to the market

before quotation commences (see Guidance Note 1 section 2.10).

5 If the entity has different registries for different classes of securities, please indicate clearly which registry details apply to which class of securities.

6 Example: CHESS and issuer sponsored subregisters (see Guidance Note 1 section 3.20).

7 May not apply to some trusts.

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Months in which dividends or distributions are usually paid (or are intended to be paid)

N/A

Trusts – additional details

Name of responsible entity N/A

Full names of the members of the compliance committee (if any)

N/A

Entities incorporated or established outside Australia – additional details

Name and address of the entity’s Australian agent for service of process

N/A

Address of registered office in Australia (if any)

N/A

Entities listed or to be listed on another exchange or exchanges

Name of the other exchange(s) where the entity is or proposes to be listed

N/A

Is the ASX listing intended to be the entity’s primary or secondary listing

N/A

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Part 2 – Checklist Confirming Compliance with Admission Requirements

Instructions: please indicate in the “Location/Confirmation” column for each item below and in any Annexures where the information or document referred to in that item is to be found (eg in the case of information, the specific page reference in the Offer Document where that information is located or, in the case of a document, the folder tab number where that document is located). If the item asks for confirmation of a matter, you may simply enter “Confirmed” in the “Location/Confirmation” column. If an item is not applicable, please mark it as “N/A”.

In this regard, it will greatly assist ASX and speed up its review of the application if the various documents referred to in this Checklist and any Annexures (other than the 5 copies of the applicant’s Offer Document referred to in item 4) are provided in a folder separated by numbered tabs and if the entity’s constitution and copies of all material contracts are provided both in hard copy and in electronic format.

Note that completion of this Checklist and any Annexures is not to be taken to represent that the entity is necessarily in full or substantial compliance with the ASX Listing Rules or that ASX will admit the entity to its official list. Admission to the official list is in ASX’s absolute discretion and ASX may refuse admission without giving any reasons (see Listing Rule 1.19).

A reference in this Checklist and in any Annexures to the “Offer Document” means the listing prospectus, product disclosure statement or information memorandum lodged by the applicant with ASX pursuant to Listing Rule 1.1 Condition 3.

If the applicant lodges a supplementary or replacement prospectus, product disclosure statement or information memorandum with ASX, ASX may require it to update this Checklist and any Annexures by reference to that document.

All entities – key supporting documents

No Item Location/Confirmation

1. A copy of the entity’s certificate of incorporation, certificate of registration or other evidence of status (including any change of name)

Enclosed – Tab 1 (Certificate of Registration of a Company, Certificate of Registration on Change of Name)

2. A copy of the entity’s constitution (Listing Rule 1.1 Condition 2)8

Enclosed – Tab 2 (Constitution)

3. Either: (a) confirmation that the entity’s constitution includes the provisions of

Appendix 15A or Appendix 15B (as applicable); or (b) a completed checklist that the constitution complies with the Listing

Rules (Listing Rule 1.1 Condition 2)9

Confirmed – entity’s constitution includes the provisions of Appendix 15A

4. An electronic version and 5 copies of the Offer Document, as lodged with ASIC (Listing Rule 1.1 Condition 3)

Enclosed – draft Information Memorandum. Section 3 of the Information Memorandum will be finalised shortly before Intega is listed.

5. Where in the Offer Document is the prominent statement that ASX takes no responsibility for the contents of the Offer Document (Listing Rule 1.1 Condition 3)?

See ‘Important Notices’ section of the Demerger Scheme Booklet (Attachment A of the Information Memorandum).

6. Original executed ASX Online agreement confirming that documents may be given to ASX and authenticated electronically (Listing Rule 1.1 Condition 14)10

Enclosed – Tab 3 (ASX Online Agreement)

7. If the entity’s corporate governance statement11 is included in its Offer Document, the page reference where it is included. Otherwise, a copy of the entity’s corporate governance statement (Listing Rule 1.1 Condition 16)

See section 3.8 of the Demerger Scheme Booklet.

8. If the entity will be included in the S & P All Ordinaries Index on admission to See section 3.8 of the Demerger

8 It will assist ASX if the copy of the constitution is provided both in hard copy and in electronic format.

9 An electronic copy of the checklist is available from the ASX Compliance Downloads page on ASX’s website.

10 An electronic copy of the ASX Online Agreement is available from the ASX Compliance Downloads page on ASX’s website.

11 The entity’s “corporate governance statement” is the statement disclosing the extent to which the entity will follow, as at the date of its admission to the official list, the recommendations set by the ASX Corporate Governance Council. If the entity does not intend to follow all the recommendations on its admission to the official list, the entity must separately identify each recommendation that will not be followed and state its reasons for not following the recommendation and what (if any) alternative governance practices it intends to adopt in lieu of the recommendation.

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the official list,12 where in its Offer Document does it state that it will have an audit committee (Listing Rule 1.1 Condition 17)?

Scheme Booklet.

9. If the entity will be included in the S & P / ASX 300 Index on admission to the official list,13 where in its Offer Document does it state that it will comply with the recommendations set by the ASX Corporate Governance Council in relation to composition and operation of the audit committee (Listing Rule 1.1 Condition 17)?


10. If the entity will be included in the S & P / ASX 300 Index on admission to the official list,14 where in its Offer Document does it state that it will have a remuneration committee comprised solely of non-executive directors (Listing Rule 1.1 Condition 18)


11. If the entity’s trading policy is included in its Offer Document, the page reference where it is included. Otherwise, a copy of the entity’s trading policy (Listing Rule 1.1 Condition 19)

Enclosed – Tab 4 (Securities Trading Policy). See also section 3.8 of the Demerger Scheme Booklet.

12. For each director or proposed director and the CEO or proposed CEO (together “relevant officers”) of the entity,15 a list of the countries in which they have resided over the past 10 years (Listing Rule 1.1 Condition 20 and Guidance Note 1 section 3.19)16

Each director and the CEO have only resided in Australia in the previous 10 years.

13. For each relevant officer,17 any other name which they have used or by which they have been known over the past 10 years (Listing Rule 1.1 Condition 20 and Guidance Note 1 section 3.19)18

None.

14. For each relevant officer who is or has in the past 10 years been a resident of Australia, an original or certified true copy of a national criminal history check obtained from the Australian Federal Police, a State or Territory police service or a broker accredited by the Australian Criminal Intelligence Commission which is not more than 12 months old (Listing Rule 1.1 Condition 20 and Guidance Note 1 section 3.19)

Enclosed – Tab 5 (National Police Check Certificates)

15. For each relevant officer who is or has in the past 10 years been a resident of a country other than Australia, an original or certified true copy of an equivalent national criminal history check to that mentioned in item 14 above for each country in which the officer has resided over the past 10 years (in English or together with a certified English translation) which is not more than 12 months old or, if such a check is not available in any such country, a statutory declaration from the officer confirming that fact and that he or she has not been convicted in that country of: (a) any criminal offence involving fraud, dishonesty, misrepresentation,

concealment of material facts or breach of their duties as an officer of an entity; or

(b) any other criminal offence which at the time carried a maximum term of imprisonment of five years or more (regardless of the period, if any, for which he or she was sentenced),

or, if that is not the case, a statement to that effect and a detailed explanation of the circumstances involved (Listing Rule 1.1 Condition 20 and

N/A

12 If the entity is unsure whether they will be included in the S & P All Ordinaries Index on admission to the official list, they should contact ASX or S & P.

13 If the entity is unsure whether they will be included in the S & P / ASX 300 Index on admission to the official list, they should contact ASX or S & P.

14 See note 13 above.

15 If the entity applying for admission to the official list is a trust, references in items 12, 14, 15, 16 and 17 to a relevant officer mean a relevant officer of the responsible entity of the trust.

16 The information referred to in items 12, 13, 14, 15, 16 and 17 is required so that ASX can be satisfied that the relevant officers are of good fame and character under Listing Rule 1 Condition 20.



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Guidance Note 1 section 3.19)

16. For each relevant officer who is or has in the past 10 years been a resident of Australia, an original or certified true copy of a search of the Australian Financial Security Authority National Personal Insolvency Index which is not more than 12 months old (Listing Rule 1.1 Condition 20 and Guidance Note 1 section 3.19)

Enclosed – Tab 6 (Bankruptcy Checks)

17. For each relevant officer who is or has in the past 10 years been a resident of a country other than Australia, an original or certified true copy of an equivalent national bankruptcy check to that mentioned in item 16 above for each country in which the officer has resided over the past 10 years (in English or together with a certified English translation) which is not more than 12 months old or if such a check is not available in any such country, a statutory declaration from the officer confirming that fact and that he or she has not been declared a bankrupt or been an insolvent under administration in that country or, if that is not the case, a statement to that effect and a detailed explanation of the circumstances involved (Listing Rule 1.1 Condition 20 and Guidance Note 1 section 3.19)

N/A

18. A statutory declaration from each relevant officer confirming that: (a) the officer has not been the subject of any criminal or civil penalty

proceedings or other enforcement action by any government agency in which he or she was found to have engaged in behaviour involving fraud, dishonesty, misrepresentation, concealment of material facts or breach of duty;

(b) the officer has not been refused membership of, or had their membership suspended or cancelled by, any professional body on the ground that he or she has engaged in behaviour involving fraud, dishonesty, misrepresentation, concealment of material facts or breach of duty;

(c) the officer has not been the subject of any disciplinary action (including any censure, monetary penalty or banning order) by a securities exchange or other authority responsible for regulating securities markets for failure to comply with his or her obligations as an officer of a listed entity;

(d) no listed entity of which he or she was an officer (or, in the case of a listed trust, in respect of which he or she was an officer of the responsible entity) at the time of the relevant conduct has been the subject of any disciplinary action (including any censure, monetary penalty, suspension of trading or termination of listing) by a securities exchange or other authority responsible for regulating securities markets for failure to comply with its obligations under the Listing Rules applicable to that entity; and

(e) the officer is not aware of any pending or threatened investigation or enquiry by a government agency, professional body, securities exchange or other authority responsible for regulating securities markets that could lead to proceedings or action of the type described in (a), (b), (c) or (d) above,

or, if the officer is not able to give such confirmation, a statement to that effect and a detailed explanation of the circumstances involved (Listing Rule 1.1 Condition 20 and Guidance Note 1 section 3.19)

Enclosed – Tab 7 (Statutory Declarations)

19. A specimen certificate/holding statement for each class of securities to be quoted or a specimen holding statement for CDIs (as applicable)

Enclosed – Tab 8 (Specimen Holding Statement)

20. Please either: (a) enter “Confirmed” in the column to the right to confirm that the entity has

not previously applied for, and been refused or withdrawn its application for, admission to the official list of another securities exchange, or

(b) attach a statement explaining the circumstances and state the location of

Confirmed.

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that statement

21. Please enter “Confirmed” in the column to the right to confirm that the entity has paid its initial listing fee19

The initial listing fee will be paid once the ASX confirms the applicable fee.

All entities – group structure

22. Where in the Offer Document is there a diagram showing the group structure of the entity, identifying (where applicable) each material child entity and the nature and location of the business activities it undertakes?

The Intega Group is comprised of a large number of entities such that a diagrammatic representation of the Group would not be particularly useful to shareholders, especially in light of the fact that they are existing shareholders in the business.

23. If the entity has child entities, where in the Offer Document is there a list of all material child entities stating, in each case, its name, where it is incorporated or established, the nature of its business and the entity’s percentage holding in it?

See response to item 22 above.

24. If the entity has investments in associated entities for which it will apply equity accounting, where in the Offer Document is there a list of all associated entities stating, in each case, its name, where it is incorporated or established, the nature of its business and the entity’s percentage holding in it?

See response to item 22 above.

25. If the entity has a material interest in a joint venture, where in the Offer Document is there a description of the joint venture agreement, including the parties to the agreement and their respective rights and obligations under the agreement?

N/A

All entities – capital structure

26. Where in the Offer Document is there a table showing the existing and proposed capital structure of the entity, broken down as follows: (a) the number and class of each equity security and each debt security

currently on issue; and (b) the number and class of each equity security and each debt security

proposed to be issued between the date of this application and the date the entity is admitted to the official list; and

(c) the resulting total number of each class of equity security and debt security proposed to be on issue at the date the entity is admitted to the official list; and

(d) the number and class of each equity security proposed to be issued following admission in accordance with material contracts or agreements?

The number of ordinary Intega shares on issue at the time of listing will be the same as the number of ordinary Cardno shares on issue at that time. Section 8.8 of the Demerger Scheme Booklet discloses this number based on the number of ordinary Cardno shares on issue as at the date of the Demerger Scheme Booklet. Intega intends to issue performance rights and options to certain key executives on or shortly after implementation of the Demerger. This is disclosed in detail in section 3.10(b) of

19 See Guidance Notes 15 and 15A for the fees payable on the application. You can also use the ASX online equity listing fees calculator: http://www.asx.com.au/prices/cost-listing.htm. Payment should be made either by cheque made payable to ASX Operations Pty Ltd or by electronic funds transfer to the following account:

Bank: National Australia Bank Account Name: ASX Operations Pty Ltd BSB: 082 057 A/C: 494728375 Swift Code (Overseas Customers): NATAAU3202S

If payment is made by electronic funds transfer, please email your remittance advice to [email protected] or fax it to (612) 9227-0553, describing the payment as the “initial listing fee” and including the name of the entity applying for admission, the ASX home branch where the entity has lodged its application (ie Sydney, Melbourne or Perth) and the amount paid.

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mailto:[email protected]


No Item Location/Confirmation Note: This applies whether the securities are to be quoted on ASX or not. If the entity is proposing to issue a minimum, maximum or oversubscription number of securities, the table should be presented to disclose each scenario.

the Demerger Scheme Booklet. It is not possible at this time to determine the exact number of performance rights or options to be issued because this depends on certain events occurring after the date of the Demerger Scheme Booklet which are disclosed in detail in section 3.10(b).

27. If any of the securities referred to in the table mentioned in item 26 are not ordinary securities, where in the Offer Document does it disclose the terms applicable to those securities? Note: This applies whether the securities are to be quoted on ASX or not. For equity securities (other than options to acquire unissued securities or convertible debt securities), this should state whether they are fully paid or partly paid; if they are partly paid, the amount paid up and the amount owing per security; voting rights; rights to dividends or distributions; and conversion terms (if applicable). For options to acquire unissued securities, this should state the number outstanding, exercise prices; exercise terms and expiry dates. For debt securities or convertible debt securities, this should state their nominal or face value; rate of interest; dates of payment of interest; date and terms of redemption; and conversion terms (if applicable).

See section 3.10(b) of the Demerger Scheme Booklet.

28. If the entity has granted, or proposes to grant, any rights to any person, or to any class of persons (other than through the holding of securities referred to in the table mentioned in item 26), to participate in an issue of the entity’s securities, where in the Offer Document are details of those rights set out?


29. Details of all issues of securities (in all classes) in the last 2 years and the consideration received by the entity for such issues

Enclosed – Tab 9 (Share Register)

30. A copy of every prospectus, product disclosure statement or information memorandum issued by the entity in connection with any issue of securities (in all classes) in the last 2 years

N/A

31. Please either: (a) enter “Confirmed” in the column to the right to confirm that the entity has

not undertaken a placement of securities in the last 2 years in which a related party or their associates,20 a promoter or their associates, or an adviser involved in the offer or their associates, have participated, or

(b) attach a statement: (1) explaining the circumstances of the placement; (2) listing the names and addresses of the participants in the placement,

the number of securities they received in the placement and the consideration they provided for those securities; and

(3) identifying the participants in the placement who are a related party or associate of a related party, a promoter or associate of a promoter, or an adviser or an associate of an adviser,

and state the location of that statement.

Confirmed.

32. A copy of any court order in relation to a reorganisation of the entity’s capital in the last 2 years

N/A

33. Where in the Offer Document does it confirm that the entity’s free float at the time of listing will be not less than 20% (Listing Rule 1.1 Condition 7)?

See section 6.8(c) of the Demerger Scheme Booklet.

34. Where in the Offer Document does it confirm that the issue/sale price of all securities for which the entity seeks quotation is at least 20 cents in cash

N/A

20 Note that under the Listing Rules a person’s related parties are deemed to be their associates unless the contrary is proven.

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(Listing Rule 2.1 Condition 2)?

35. If the entity has or proposes to have any options on issue, where in the Offer Document does it confirm that the exercise price for each underlying security is at least 20 cents in cash (Listing Rule 1.1 Condition 12)?

See section 3.10(b)(iii) of the Demerger Scheme Booklet.

36. If the entity has any partly paid securities and it is not a no liability company, where in the Offer Document does it disclose the entity’s call program, including the date and amount of each proposed call and whether it allows for any extension for payment of a call (Listing Rule 2.1 Condition 4)?

N/A

37. If the entity has or proposes to have any debt securities or convertible debt securities on issue, a copy of any trust deed applicable to those securities

N/A

38. Is the entity proposing to offer any securities by way of a bookbuild? If so, please enter “Confirmed” in the column to the right to indicate that the entity is aware of the disclosure requirements for bookbuilds in Annexure A to Guidance Note 1

N/A

All entities – other information and documents

39. Where in the Offer Document is there a description of the history of the entity?


40. Where in the Offer Document is there a description of the entity’s existing and proposed activities?


41. Where in the Offer Document is there a description of how the applicant holds or derives its interest in its material assets and business operations and, if it does not do so directly or through a child entity, an explanation of why that structure has been employed, as well as any risks arising from the fact that its assets or business operations are held in that way rather than being directly owned by the entity itself or a child entity?


42. Where in the Offer Document is there a description of the material business risks the entity faces?


43. Where in the Offer Document is there a table setting out the proposed use of the proceeds of the offer?

N/A – there are no proceeds.

44. Where in the Offer Document is there a description of the entity’s proposed dividend/distribution policy?

See section 3.6(n) of the Demerger Scheme Booklet.

45. Does the entity have or propose to have a dividend or distribution

reinvestment plan?

If so, where are the existence and main terms of the plan disclosed in the Offer Document?

N/A

A copy of the terms of the plan

N/A

46. Does the entity have or propose to have an employee incentive scheme?

If so, where are the existence and material terms of the scheme disclosed in the Offer Document?


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Where in the Offer Document is there a statement as to whether directors21 are entitled to participate in the scheme and, if they are, the extent to which they currently participate or are proposed to participate?


A copy of the terms of the scheme

Enclosed – Tab 10 (Intega Group Limited Long Term Incentive Plan)

47. Has the entity entered into any material contracts (including any underwriting

agreement relating to the securities to be quoted on ASX)?22 Yes

If so, where are the existence and main terms of those material contracts disclosed in the Offer Document?


Copies of all of the material contracts referred to in the Offer Document

Enclosed – Tab 11 (Material Contracts)

48. If the following information is included in the Offer Document, the page reference where it is included. Otherwise, either a summary of the material terms of, or a copy of, any employment, service or consultancy agreement the entity or a child entity has entered into with: (a) its CEO or proposed CEO; (b) any of its directors or proposed directors; or (c) any other person or entity who is a related party of the persons referred

to in (a) or (b) above (Listing Rule 3.16.4)

Note: if the entity applying for admission to the official list is a trust, references to a chief executive officer, director or proposed director mean a chief executive officer, director or proposed director of the responsible entity of the trust. However, the entity need not provide a summary of the material terms of, or a copy of, any employment, service or consultancy agreement the responsible entity or a related entity has entered into with any of the persons referred to in (a), (b) or (c) above if the costs associated with the agreement are borne by the responsible entity or the related entity from out of its own funds rather than from out of the trust.

See section 3.9(a) of the Demerger Scheme Booklet.

49. Please enter “Confirmed” in the column to the right to indicate that the material contracts summarised in the Offer Document include, in addition to those mentioned in item 48, any other material contract(s) the entity or a child entity has entered into with: (a) its CEO or proposed CEO; (b) any of its directors or proposed directors; or (c) any other person or entity who is a related party of the persons referred

to in (a) or (b) above

Confirmed.

50. If an adviser to the offer has a material interest in the success of the offer over and above normal professional fees for services rendered in connection with the offer, where in the Offer Document is there a clear and concise statement explaining in one location all of the interests that adviser has in the success of the offer, including (without limitation): (a) the number and type of securities in the entity in which the adviser and

its associates23 currently have a relevant interest; (b) details of the consideration paid or provided by the adviser or its

associates for the securities referred to in (a) above; (c) the fees or other consideration the adviser or an associate may receive

for services provided in connection with the offer; (d) the fees or other consideration the adviser or an associate may receive

under any ongoing mandate they may have with the entity post the offer; (e) if the consideration in (c) or (d) above includes any convertible securities

(including options, performance shares or performance rights), details of the number and terms of those securities, the percentage of the entity’s

N/A

21 If the entity applying for admission to the official list is a trust, references to a director mean a director of the responsible entity of the trust.

22 It will assist ASX if the material contracts are provided both in hard copy and in electronic format. 23 See note 20 above.

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issued capital at listing they will convert into if they are converted, the value the entity believes the convertible securities are worth and the basis on which the entity has determined that value;

(f) if the adviser or any of its associates have participated in a placement of securities by the entity in the preceding 2 years, full details of the securities they received in the placement and the consideration they paid or provided for those securities (Guidance Note 1 section 4.2).

Note: if there is an adviser who has a material interest in the success of the offer over and above normal professional fees for services rendered in connection with the offer, ASX expects this information to be clearly disclosed immediately after the “use of proceeds” section of the entity’s listing prospectus or PDS.

51. Please enter “Confirmed” in the column to the right to indicate that all information that a reasonable person would expect to have a material effect on the price or value of the securities to be quoted is included in or provided with this Information Form and Checklist

Confirmed.

52. A copy of the entity’s most recent annual report

N/A

Entities that are trusts

53. Evidence that the entity is a registered managed investment scheme or has an exemption from ASIC from that requirement (Listing Rule 1.1 Condition 5(a))

N/A

54. If the entity is exempted from the requirement to be a registered managed investment scheme, evidence that its responsible entity is either an Australian company or registered as a foreign company carrying on business in Australia under the Corporations Act (Listing Rule 1.1 Condition 5(b))

N/A

55. Please enter “Confirmed” in the column to the right to indicate that the responsible entity is not under an obligation to allow a security holder to withdraw from the trust (Listing Rule 1.1 Condition 5(c))

N/A

Entities applying under the profit test (Listing Rule 1.2)

56. Evidence that the entity is a going concern or the successor of a going concern (Listing Rule 1.2.1)

N/A

57. Evidence that the entity has been in the same main business activity for the last 3 full financial years (Listing Rule 1.2.2)

N/A

58. Audited accounts for the last 3 full financial years, including the audit reports (Listing Rule 1.2.3(a))

N/A

59. If the entity’s last financial year ended more than 6 months and 75 days before the date of this application, audited or reviewed accounts for the last half year (or longer period if available), including the audit report or review (Listing Rule 1.2.3(b))

N/A

60. A reviewed pro forma statement of financial position, including the review (Listing Rule 1.2.3(c))24

N/A

61. Evidence that the entity’s aggregated profit from continuing operations for the last 3 full financial years has been at least $1 million (Listing Rule 1.2.4)

N/A

24 Note: the review must be conducted by a registered company auditor (or if the entity is a foreign entity, an overseas equivalent of a registered company

auditor) or independent accountant.

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62. Evidence that the entity’s profit from continuing operations in the past 12 months to a date no more than 2 months before the date of this application has exceeded $500,000 (Listing Rule 1.2.5)

N/A

63. A statement from all directors25 confirming that they have made enquiries and nothing has come to their attention to suggest that the entity is not continuing to earn profit from continuing operations up to the date of the application (Listing Rule 1.2.6)

N/A

Entities applying under the assets test (Listing Rule 1.3)

64. Evidence that the entity has: (a) net tangible assets of at least $4 million (after deducting the costs of fund

raising) or a market capitalisation of at least $15 million; or (b) if it is an investment entity other than pooled development fund, net

tangible assets of at least $15 million; or (c) if it is a pooled development fund, net tangible assets of at least

$2 million (Listing Rule 1.3.1 and 1.3.4)

Enclosed – Tab 12 (Intega accounts audited by KPMG)

65. Evidence that: (a) at least half of the entity’s total tangible assets (after raising any funds) is

not cash or in a form readily convertible to cash;26 or (b) there are commitments to spend at least half of the entity’s cash and

assets in a form readily convertible to cash (Listing Rule 1.3.2)


66. Is there a statement in the Offer Document setting out the entity’s stated objectives and that the entity has enough working capital to carry out its stated objectives?

If so, where is it?

If not, attach a statement by an independent expert confirming that the entity has enough working capital to carry out its stated objectives (Listing Rule 1.3.3(a))

Enclosed – Tab 14 (Independent Expert’s Report prepared by Lonergan Edwards)

67. Evidence that the entity’s working capital is at least $1.5 million or, if it is not, that it would be at least $1.5 million if the entity’s budgeted revenue for the first full financial year that ends after listing was included in the working capital (Listing Rule 1.3.3(b))27


68. Audited accounts for the last 2 full financial years, including the audit reports (Listing Rule 1.3.5(a))


69. If the entity’s last financial year ended more than 6 months and 75 days before the date of this application, audited or reviewed accounts for the last half year (or longer period if available), including the audit report or review (Listing Rule 1.3.5(b))

N/A

70. If the entity has in the 12 months before the date of this application acquired, or is proposing in connection with its application for admission to acquire, another entity or business that is significant in the context of the entity, audited accounts for the last 2 full financial years for that other entity or business, including the audit reports (Listing Rule 1.3.5(c) first bullet point)

N/A

25 If the entity applying for admission to the official list is a trust, the statement should come from all directors of the responsible entity of the trust.

26 In deciding if an entity’s total tangible assets are in a form readily convertible to cash, ASX would normally not treat inventories or receivables as readily convertible to cash.

27 The amount must be available after allowing for the first full financial year’s budgeted administration costs and the cost of acquiring any assets referred to in the entity’s Offer Document, to the extent those costs are to be met out of working capital. The cost of acquiring assets includes the cost of acquiring and exercising an option over them.

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71. If the entity has in the 12 months before the date of this application acquired, or is proposing in connection with its application for admission to acquire, another entity or business that is significant in the context of the entity and the last full financial year for that other entity or business ended more than 6 months and 75 days before the date of this application, audited or reviewed accounts for the last half year (or longer period if available) from the end of the last full financial year for that other entity or business, including the audit report or review (Listing Rule 1.3.5(c) second bullet point)

N/A

72. A reviewed pro forma statement of financial position, including the review (Listing Rule 1.3.5(d))28


Entities with restricted securities

73. A statement setting out a list of any person (either on their own or together with associates) who has held a relevant interest in at least 10% of the entity’s voting securities at any time in the 12 months before the date of this application

N/A

74. A completed ASX Restricted Securities Table29

N/A

75. Copies of all restriction agreements (Appendix 9A) entered into in relation to restricted securities30

N/A

76. Copies of all undertakings issued by any bank, recognised trustee or the provider of registry services to the entity in relation to such restriction agreements

N/A

Entities (other than mining exploration entities and oil and gas exploration entities) with classified assets31

77. Within the 2 years preceding the date of the entity’s application for admission to the official list, has the entity acquired, or entered into an agreement to acquire, a classified asset?

N/A

If so, where in the Offer Document does it disclose:

• the date of the acquisition or agreement;

• full details of the classified asset, including any title particulars;

• the name of the vendor;

• if the vendor was not the beneficial owner of the classified asset at the date of the acquisition or agreement, the name of the beneficial owner(s);

• details of the relationship between the vendor (or, if the vendor was not

N/A

28 Note: the review must be conducted by a registered company auditor (or if the entity is a foreign entity, an overseas equivalent of a registered company

auditor) or independent accountant.

29 An electronic copy of the ASX Restricted Securities Table is available from the ASX Compliance Downloads page on ASX’s website.

30 Note: ASX will advise which restricted securities are required to be escrowed under Listing Rule 9.1.3 as part of the admission and quotation decision. If properly completed restriction agreements and related undertakings have not been provided for all such securities advised by ASX, that will need to be rectified prior to admission occurring and quotation commencing.

31 A “classified asset” is defined in Listing Rule 19.12 as:

(a) an interest in a mining exploration area or oil and gas exploration area or similar tenement or interest;

(b) an interest in intangible property that is substantially speculative or unproven, or has not been profitably exploited for at least three years, and which entitles the entity to develop, manufacture, market or distribute the property;

(c) an interest in an asset which, in ASX’s opinion, cannot readily be valued; or

(d) an interest in an entity the substantial proportion of whose assets (held directly, or through a controlled entity) is property of the type referred to in paragraphs (a), (b) and (c) above.

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the beneficial owner of the classified asset at the date of the acquisition or agreement, between the beneficial owner(s)) and the entity or any related party or promoter of the entity; and

• details of the purchase price paid or payable and all other consideration (whether legally enforceable or not) passing directly or indirectly to the vendor.

Is the vendor (or, if the vendor was not the beneficial owner of the classified asset at the date of the acquisition or agreement, are any of the beneficial owner(s)) a related party or promoter of the entity?

If so, please enter “Confirmed” in the column to the right to indicate that the consideration paid by the entity for the classified asset was solely restricted securities, save to the extent it involved the reimbursement of expenditure incurred by the vendor in developing the classified asset32 or the entity was not required to apply the restrictions in Appendix 9B under Listing Rule 9.1.3 (Listing Rule 1.1 Condition 11)

N/A

If cash is being paid or proposed to be paid in connection with the acquisition of a classified asset from a related party or promoter, please provide supporting documentation to demonstrate that it was for the reimbursement of expenditure incurred by the vendor in developing the classified asset

N/A

Please provide a copy of the agreement(s) relating to the acquisition and any expert’s report or valuation obtained by the entity in relation to the acquisition

N/A

Mining entities

78. A completed Appendix 1A Information Form and Checklist Annexure 1 (Mining Entities)33

N/A

Oil and gas entities

79. A completed Appendix 1A Information Form and Checklist Annexure 2 (Oil and Gas Entities)34

N/A

Entities incorporated or established outside of Australia

80. A completed Appendix 1A Information Form and Checklist Annexure 3 (Foreign Entities)35

N/A

Externally managed entities

81. A completed Appendix 1A Information Form and Checklist Annexure 4 (Externally Managed Entities)36

N/A

Stapled entities

82. A completed Appendix 1A Information Form and Checklist Annexure 5 (Stapled Entities)37

N/A

32 ASX may require evidence to support expenditure claims.

33 An electronic copy of this Appendix is available from the ASX Compliance Downloads page on ASX’s website.





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Further documents to be provided before admission to the official list

Please note that in addition to the information and documents mentioned above, all entities will be required to provide the following before their admission to the official list and the quotation of their securities commences:

• A statement setting out the names of the 20 largest holders in each class of securities to be quoted, and the number and percentage of each class of securities held by those holders;

• A distribution schedule of each class of equity securities to be quoted, setting out the number of holders in the categories:

• 1 - 1,000

• 1,001 - 5,000

• 5,001 - 10,000

• 10,001 - 100,000

• 100,001 and over

• The number of holders of a parcel of securities (excluding restricted securities or securities subject to voluntary escrow) with a value of more than $2,000, based on the issue/sale price;

• Any outstanding restriction agreements (Appendix 9A) and related undertakings;38 and

• Any other information that ASX may require under Listing Rule 1.17.39


39 Among other things, this may include evidence to verify that an entity has met Listing Rule 1 Condition 8 and achieved minimum spread without using artificial means (see Guidance Note 1 section 3.8).

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